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In the past at Ben's House, Ben Tennyson was showing some soccer skills to Gwen Tennyson and Lucy Mann where they notice Ignacius Baumann walking out of his house wearing a tuxedo. Ben runs up to him and asks if he is going on a date, but Mr Baumann explains that he is just heading to Thaddeus J. Collins's house to eat and walks off. Later that night, the three of them are playing soccer again. Gwen kicks the ball off Ben's hands and Lucy liquifies into the ground and jumps up and she scores a goal using her head. Believing that they are allowed to use their powers, Ben transforms into Upchuck and he swallows the ball into his mouth and spits it out. It ends up hitting Mr Baumann's car, which breaks the glass window and setting off the alarm, After Upchuck reverts back into Ben, Mr Baumann returns from Collin's house and switches off his car, he was not angry at all much to their surprise. One of his eyelids was closed and he says the sky is too bright when it was night time, he goes into his house leaving Ben, Gwen and Lucy suspicious.

At one in the morning, Ben sees Mr Baumann outside his house and tells him that it is late, but Mr Baumann did not hear him and Ben just goes back to bed. Later in the morning, Ben, Gwen and Lucy were walking along Bellwood talking about what they dream of during their sleep. As Gwen was about to explain her dream about fighting Vilgax, Lucy notices a man pulling a rope without anything, leaving them thinking he had forgotten something. They bumped into a lady and helped her pick up her groceries. They noticed her eyes was like Mr Baumann's eyes, as well as the other grownup's eyes. The three of them meet Jonesy and he also agrees that all the grownups are acting strange. In the Rust Bucket, Ben tells Grandpa Max about the situation, but Max just thinks that it was just their imagination. Lucy says that Mr. Baumann was totally fine until he came back to the old Collins's house. When Ben said Mr Baumann was nice and Gwen says that he was nice to Ben, it aroused Max's suspicions and he realizes that something is definitely wrong.

After the group arrived in front of the house, Max went inside the house, while the kids waited for him outside, for quite sometime already leaving the kids worried. When he comes out, his eyes became just like the grown ups and started talking strangely, he walks away. Ben decided they call for back-up. Back in Ben's house, Ben calls Cooper and asks if he could help them build a camera to spy inside the house. Cooper denies his request but once Ben pretended to tell Gwen that Cooper was not coming. Cooper heard Gwen's name and he rushed over to Ben's house help. He finishes building his camera, known as the Surveillance Spider, impressing Lucy. Cooper explains to the group that it would go inside the house as they watch a live video on Gwen's laptop, impressing Gwen. As they were watching the video, Jonesy explains about the haunted house leaving the rest of them staring at him clueless. Suddenly a cat scares them and Ben tells them to relax. After that, the video was cut off and Cooper says the Surveillance Spider is underground, Ben decides they check it out.

In the haunted house, Cooper asks Gwen if they could hold hands in case she was scared, but Gwen rejected the offer and says she was perfectly fine, disappointing him in the process. Ben teases him as Jonesy asks about Lucy's whereabouts. Lucy emerges from a chair and was angry that he blew her cover when she was trying to see what was going on. Ben steps on a platform as the five of them started falling down underground. Ben transforms into Way Big and they land on him as he slows down the falling through grabbing the two sides of the underground walls with his hands and feet. After they stop falling, Gwen states that Way Big is too big, which prompts Way Big to sarcastically remark that he forgot to laugh. Way Big reverts back into Ben and they fell underground. Gwen casts a spell which gives them light to see the caves clearly. Suddenly, a voice is heard and calls Ben's name, only to be Kevin Levin. Kevin explains that Thaddeus J. Collins asked him to mine Hedorium using his powers. Kevin was tied to the Null Void portal using Plumber technology. Cooper examines the technology as Kevin asks him to disconnect him from the portal. Ben disagrees with his request as he has done a lot of bad deeds to him. Kevin then tells him that the Earth would be in danger, Ben takes Lucy and Jonesy to find out about the problem as Gwen and Cooper deal with Kevin.

Ben, Lucy and Jonesy see Grandpa Max holding a weapon, he shoots at them but they dodged. Ben transforms into Eye Guy and he shouts at Max to stop shooting them, but Max just kept shooting. Back at the other side of the cave, Kevin teases Cooper about being Gwen's boyfriend but both of them stated they were just friends. Gwen tells Kevin to remain silence or else she will silence him up, but Kevin teases and thinks he is a better guy, leaving Gwen raged and walks away. Lucy was disguised as Eye Guy and tricks Max after she transforms back into Lucy. the real Eye Guy shoots the weapon off his hands, states that Max will thank them later, and calls to Jonesy, who knocks Max down. Eye Guy reverts back into Ben as he, Lucy, and Jonesy run away from the subdued Max and return back to the other side of the cave. Meanwhile, Cooper tried to pull the connection but failed, which prompts Kevin to sarcastically ask Cooper about if he thinks that he hasn't already tried that. He then re-programmed Kevin's connection to let him pull the portal like a kite. Gwen blasts at the portal to separate the ionic bonds and they head to join Ben, Lucy and Jonesy. Ben laughs at Kevin and asks f he is still connected to the portal, Kevin tells Ben to laugh all he wants and says it is better than being stuck to one spot.

As they walked further into the caves, they see a portal which things come out off. They head up only to see Thaddeus J.Collins, who is revealed to be Zs'Skayr in disguise, and that the portal is for the Ectonurites to come in from their homeworld. Gwen is surprised that Kevin has been helping Zs'Skayr. The other Ectonurites are inside the bodies and controlling the grown ups. Ben transforms into Upgrade and he instructs Gwen, Lucy, Jonesy, Cooper, and Kevin to figure out how to shut down the Hedorium collider and the portal while he will fight Zs'Skayr. Upgrade goes to fight Zs'Skayr as Gwen uses her spells to block the grown ups from attacking them and Lucy transforms into her Sludgepuppy form. Cooper asks if she has a spell that could separate the Ectonurites from the humans. Gwen begins working on the spell as Cooper, Lucy, Jonesy and Kevin help to keep them occupied. Cooper heads off to break the connection from the portal and Jonesy destroys the Hedorium collider. Lucy and Kevin could not continue holding them off, but Gwen saves them by casting her spell and separates the Ectonurites from the grown ups. After Zs'Skayr cuts Upgrade into pieces with his scythe, Upgrade lands on the ground, merges with the Surveillance Spider he found and blasts at Zs'Skayr. Cooper managed to succeed in severing the connection, sending the Ectonurites back to their homeworld. Zs'Skayr yells that he would have his revenge on Ben as he gets sucked into the portal. The kids cheer as everyone was saved when suddenly the Null Void portal starts to pull Kevin. Upgrade manages to grab Kevin's hand in order to prevent him from being pulled into the Null Void, but Upgrade reverts back into Ben and he is lifted from the ground. Ben, Gwen, Lucy, Jonesy and Cooper help to pull Kevin in order to prevent him from being pulled into the Null Void portal, but they failed to do so when Ben loses his grip on Kevin's hand, leaving Kevin getting pulled back into the Null Void. Cooper states that Kevin deserves to be in the Null Void and Gwen sadly replies that he is. On the other hand, Ben says that they saved Grandpa Max, Mr Baumann as well as the Earth and states that it is quite an accomplishment for them. Grandpa Max and Mr Baumann thank the five of them, but Mr Baumann's car smashes from the top, much to his anger.

Back outside Ben's house, Ben boasts about destroying the evil plot by Zs'Skayr, Gwen says he was good. They suddenly notice Kevin climbing out of the hole, Ben thought he was in the Null Void. Kevin says Gwen's love was the one who brought him back. Gwen blushes and held his hand, but Kevin is revealed to be Lucy in disguise as he says "Psyche" and transforms back into Lucy. Lucy teases Gwen about liking Kevin and Ben thinks Gwen is an Ectonurite. Gwen and Ben begin to chase after Lucy on the road.